EXCHANGE
      RIGHTS AGREEMENT 

     

    THIS
      EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of June __, 2008, is
      entered into by and among Lightstone Value Plus Real Estate Investment Trust,
      Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a
      Delaware limited partnership (the “Operating Partnership”), and the Persons
      whose names are set forth on Exhibit A attached hereto (as it may be amended
      from time to time). 

     

    RECITALS:
      

     

    (a)
      The
      Company, together with certain other limited partners, has formed the Operating
      Partnership pursuant to the Amended and Restated Agreement of Limited
      Partnership of the Operating Partnership dated April 22, 2005 the
      (“Original Agreement”), as amended by that certain First Amendment to Amended
      and Restated Agreement of Limited Partnership dated June __, 2008 (the
“Amendment”) (as such agreement may be further amended or amended and restated
      from time to time, collectively the “Partnership Agreement”). 

     

    (b)
      Pursuant to the Partnership Agreement, the Limited Partners (as defined below)
      directly or indirectly hold units of limited partnership interest (“Partnership
      Units”) in the Operating Partnership. 

     

    (c)
      The
      Operating Partnership has agreed to provide the Limited Partners with certain
      direct or indirect rights to exchange their Partnership Units for cash or,
      at
      the election of the Company, for shares of the Company’s common stock, $0.01 par
      value per share (the “REIT Stock”). 

     

    Accordingly,
      the parties hereto do hereby agree as follows: 

     

    ARTICLE
      I


     

    DEFINED
      TERMS 

     

    The
      following definitions shall be for all purposes, unless otherwise clearly
      indicated to the contrary, applied to the terms used in this Agreement.


     

    “Assignee”
      means a Person to whom one or more Partnership Units have been transferred
      in a
      manner permitted under the Partnership Agreement, but who has not become a
      substituted Limited Partner in accordance therewith. 

     

    “Business
      Day” means any day except a Saturday, Sunday or other day on which commercial
      banks in New York, New York are authorized or required by law to close.


     

    “Cash
      Amount” means an amount of cash per Partnership Unit equal to the Value on the
      Valuation Date of the REIT Stock Amount. 

     

    “Common
      Units” has the meaning set forth in the Amendment. 

     

    “Exchange
      Factor” means 1.0, provided, that in the event that the Company (i) declares or
      pays a dividend on its outstanding REIT Stock in REIT Stock or makes a
      distribution to all holders of its outstanding REIT Stock in REIT Stock; (ii)
      subdivides its outstanding REIT Stock; or (iii) combines its outstanding REIT
      Stock into a smaller number of shares of REIT Stock, the Exchange Factor shall
      be adjusted by multiplying the Exchange Factor by a fraction, the numerator
      of
      which shall be the number of shares of REIT Stock issued and outstanding on
      the
      record date for such dividend, contribution, subdivision or combination
      (assuming for such purpose that such dividend, distribution, subdivision or
      combination has occurred as of such time), and the denominator of which shall
      be
      the actual number of shares of REIT Stock (determined without the above
      assumption) issued and outstanding on the record date for such dividend,
      distribution, subdivision or combination. Any adjustment to the Exchange Factor
      shall become effective immediately after the effective date of such event
      retroactive to the record date, if any, for such event. 

     

    “Exchanging
      Partner” has the meaning set forth in Section 2.1 hereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exchange
      Right” has the meaning set forth in Section 2.1 hereof. 

     

    “Lien”
      means any lien, security interest, mortgage, deed of trust, charge, claim,
      encumbrance, pledge, option, right of first offer or first refusal and any
      other
      right or interest of others of any kind or nature, actual or contingent, or
      other similar encumbrance of any nature whatsoever. 

     

    “Limited
      Partner” means any Person, other than the Company, named as a Limited Partner on
      Exhibit A, as such Exhibit may be amended from time to time. 

     

    “Notice
      of Exchange” means the Notice of Exchange substantially in the form of Exhibit B
      to this Agreement. 

     

    “Offering”
      means the offering of the Company’s common stock, par value $.01 per share,
      pursuant to a registration statement on Form S-11 filed with the Securities
      and
      Exchange Commission (Registration No. 333-117367).

     

    “Person”
      shall mean an individual, partnership, corporation, limited liability company,
      trust, estate, or unincorporated organization, or other entity, or a government
      or agency or political subdivision thereof. 

     

    “REIT
      Stock Amount” means that number of shares of REIT Stock equal to the product of
      the number of Partnership Units offered for exchange by an Exchanging Partner,
      multiplied by the Exchange Factor as of the Valuation Date, provided, that
      in
      the event the Company or the Operating Partnership issues to all holders of
      REIT
      Stock rights, options, warrants or convertible or exchangeable securities
      entitling the stockholders to subscribe for or purchase REIT Stock, or any
      other
      securities or property (collectively, the “rights”), then the REIT Stock Amount
      shall also include such rights that a holder of that number of shares of REIT
      Stock would be entitled to receive. 

     

    “SEC”
      means the Securities and Exchange Commission. 

     

    “Series
      A
      Preferred Units” has the meaning set forth in the Amendment. 

     

    “Specified
      Exchange Date” means the tenth (10th) Business Day after receipt by the
      Operating Partnership and the Company of a Notice of Exchange; provided,
      however, that if the Operating Partnership has more than 99 partners, as
      determined in accordance with the provisions of Treasury Regulation Section
      1.7704-1(h), then the Specified Exchange Date shall mean the thirty-first (31st)
      calendar day after receipt by the Operating Partnership and the Company of
      a
      Notice of Exchange. 

     

    “Valuation
      Date” means the date of receipt by the Operating Partnership and the Company of
      a Notice of Exchange or, if such date is not a Business Day, the first Business
      Day thereafter. 

     

    “Value”
      means, with respect to shares of REIT Stock, the average of the daily market
      price for the five (5) consecutive trading days immediately preceding the
      Valuation Date. The market price for each such trading day shall be:


     

    (i)
      if
      the REIT Stock is listed or admitted to trading on the New York Stock Exchange
      (the “NYSE”), any other national securities exchange or the Nasdaq Stock Market
      (“Nasdaq”), the closing price on such day, or if no such sale takes place on
      such day, the average of the closing bid and asked prices on such day; or


     

    (ii)
      if
      the REIT Stock is not listed or admitted to trading on the NYSE, any national
      securities exchange or Nasdaq, the last reported sale price on such day; or
      

     

    (iii)
      if
      no sale takes place on such day, the average of the closing bid and asked prices
      on such day, as reported by a reliable quotation source designated by the
      Company or if the REIT Stock is not then traded on any market, as determined
      in
      good faith by the Company’s Independent Directors (as defined by the Company’s
      charter). 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    In
      the
      event the REIT Stock Amount includes rights that a holder of REIT Stock would
      be
      entitled to receive, then the Value of such rights shall be determined by the
      independent directors of the Company acting in good faith on the basis of such
      quotations and other information as they consider, in their reasonable judgment,
      appropriate. 

     

    ARTICLE
      II 

     

    EXCHANGE
      RIGHT 

     

    2.1
      Exchange Right. (a) Subject to Sections 2.2, 2.3, 2.4 and 2.5 hereof, and
      subject to any limitations under applicable law, the Operating Partnership
      hereby grants to each Limited Partner and each Limited Partner hereby accepts
      the right (the “Exchange Right”), exercisable (i) on or after the date that is
      one (1) year after the closing of the Offering or (ii) upon the liquidation
      of
      the Operating Partnership or the sale of all or substantially all of the assets
      of the Operating Partnership, to exchange on a Specified Exchange Date all
      or a
      portion of the Partnership Units held by such Limited Partner at an exchange
      price equal to and in the form of the Cash Amount. Notwithstanding anything
      to
      the contrary herein, the Exchange Right shall only be applicable to such
      Partnership Units that are Common Units and not Series A Preferred Units
      prior to conversion of such Series A Preferred Units to Common Units pursuant
      to
      the Partnership Agreement.

     

    (b)
      The
      Exchange Right shall be exercised pursuant to a Notice of Exchange delivered
      to
      the Operating Partnership, with a copy delivered to the Company, by the Limited
      Partner who is exercising the Exchange Right (the “Exchanging Partner”);
      provided, however, that the Company, on behalf of the Operating Partnership,
      may
      elect, after a Notice of Exchange is delivered, to satisfy the Exchange Right
      which is the subject of such notice in accordance with Section 2.2.


     

    (c)
      A
      Limited Partner may exercise the Exchange Right from time to time with respect
      to part or all of the Partnership Units that it owns (including Common Units
      received upon conversion of Series A Preferred Units), as selected by the
      Limited Partner, provided that, except as provided in the Agreement, a Limited
      Partner may not exercise the Exchange Right for less than one thousand (1,000)
      Partnership Units unless such Limited Partner then holds less than one thousand
      (1,000) Partnership Units, in which event the Limited Partner must exercise
      the
      Exchange Right for all of the Partnership Units held by such Limited Partner.
      

     

    (d)
      An
      Exchanging Partner shall have no right with respect to any Partnership Units
      so
      exchanged to receive any distributions paid after the Specified Exchange Date
      with respect to such Partnership Units. 

     

    (e)
      Any
      Assignee of a Limited Partner may exercise the rights of such Limited Partner
      pursuant to this Article 2, and such Limited Partner shall be deemed to have
      assigned such rights to such Assignee and shall be bound by the exercise of
      such
      rights by such Assignee. 

     

    (f)
      In
      connection with any exercise of such rights by an Assignee on behalf of a
      Limited Partner, the Cash Amount or the REIT Stock Amount, as the case may
      be,
      shall be satisfied by the Operating Partnership or the Company, as the case
      may
      be, directly to such Assignee and not to such Limited Partner. 

     

    2.2
      Option of Company to Exchange for REIT Stock. (a) Notwithstanding the provisions
      of Section 2.1, the Company may, on behalf of the Operating Partnership, in
      its
      sole and absolute discretion (subject to the limitations on ownership and
      transfer of REIT Stock set forth in the Company’s charter), elect to assume
      directly the Operating Partnership’s obligation with respect to the Exchange
      Right and satisfy an Exchanging Partner’s Exchange Right by exchanging REIT
      Stock and rights equal to the REIT Stock Amount on the Specified Exchange Date
      for the Partnership Units offered for exchange by the Exchanging Partner,
      whereupon the Company shall acquire the Partnership Units offered for exchange
      by the Exchanging Partner and shall be treated for all purposes of the
      Partnership Agreement as the owner of such Partnership Units. Unless the
      Company, in its sole and absolute discretion, shall exercise its right to assume
      directly the Operating Partnership’s obligation with respect to the Exchange
      Right and satisfy the Exchange Right, the Company shall not have any obligation
      to the Exchanging Partner or to the Operating Partnership with respect to the
      Exchanging Partner’s exercise of the Exchange Right. If the Company shall
      exercise its right to satisfy the Exchange Right in the manner described in
      the
      first sentence of this Section 2.2 and shall fully perform its obligations
      in
      connection therewith, the Operating Partnership shall have no right or
      obligation to pay any amount to the Exchanging Partner with respect to such
      Exchanging Partner’s exercise of the Exchange Right, and each of the Exchanging
      Partner, the Operating Partnership and the Company shall, for federal income
      tax
      purposes, treat the transaction between the Company and the Exchanging Partner
      as a sale of the Exchanging Partner’s Partnership Units to the Company. Nothing
      contained in this Section 2.2 shall imply any right of the Company to require
      any Limited Partner to exercise the Exchange Right afforded to such Limited
      Partner pursuant to Section 2.1. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)
      In
      the event the Company shall elect to satisfy, on behalf of the Operating
      Partnership, an Exchanging Partner’s Exchange Right by exchanging REIT Stock for
      the Partnership Units offered for exchange, 

     

    (i)
      the
      Company hereby agrees so to notify the Exchanging Partner within five (5)
      Business Days after the receipt by the Company of such Notice of Exchange,
      

     

    (ii)
      each
      Exchanging Partner hereby agrees to execute such documents and instruments
      as
      the Company may reasonably require in connection with the issuance of REIT
      Stock
      upon exercise of the Exchange Right, and 

     

    (iii)
      the
      Company hereby agrees to deliver stock certificates representing fully paid
      and
      nonassessable shares of REIT Stock. 

     

    2.3
      Prohibition of Exchange for REIT Stock. Notwithstanding anything herein to
      the
      contrary, the Company shall not be entitled to satisfy an Exchanging Partner’s
      Exchange Right pursuant to Section 2.2 if the delivery of REIT Stock to such
      Limited Partner by the Company pursuant to Section 2.2 (regardless of the
      Operating Partnership’s obligations to the Limited Partner under Section 2.1)


     

    (a)
      would
      be prohibited under the Articles of Incorporation of the Company, 

     

    (b)
      if
      the Company has elected REIT status, would otherwise jeopardize the REIT status
      of the Company, or 

     

    (c)
      would
      cause the acquisition of the REIT Stock by the Limited Partner to be
“integrated” with any other distribution of REIT Stock by the Company for
      purposes of complying with the registration provisions of the Securities Act.
      

     

    2.4
      Payment Date. Any Cash Amount to be paid to an Exchanging Partner shall be
      paid
      on the Specified Exchange Date; provided, however, that the Operating
      Partnership may elect to cause the Specified Exchange Date to be delayed for
      up
      to an additional 180 days to the extent required for the Company to cause
      additional REIT Shares to be issued to provide financing to be used to make
      such
      payment of the Cash Amount by the Operating Partnership. 

     

    2.5
      Expiration of Exchange Right. The Exchange Right shall expire with respect
      to
      any Partnership Units for which an Exchange Notice has not been delivered to
      the
      Operating Partnership and the Company on or before December 31, 2040.


     

    2.6
      Effect of Exchange. (a) Any exchange of Partnership Units pursuant to this
      Article 2 shall be deemed to have occurred as of the Specified Exchange Date
      for
      all purposes, including without limitation the payment of distributions or
      dividends in respect of Partnership Units or REIT Stock, as applicable.


     

    (b)
      Any
      Partnership Units acquired by the Company pursuant to an exercise by any Limited
      Partner of an Exchange Right shall be deemed to be acquired by and reallocated
      or reissued to the Company. 

     

    (c)
      The
      Company, as general partner of the Operating Partnership, shall amend the
      Partnership Agreement to reflect each such exchange and reallocation or
      reissuance of Partnership Units and each corresponding recalculation of the
      Partnership Units of the Limited Partners. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      III 

     

    OTHER
      PROVISIONS 

     

    3.1
      Covenants of the Company. (a) At all times during the pendency of the Exchange
      Right, the Company shall reserve for issuance such number of shares of REIT
      Stock as may be necessary to enable the Company to issue such shares in full
      payment of the REIT Stock Amount in regard to all Partnership Units held by
      Limited Partners which are from time to time outstanding. 

     

    (b)
      During the pendency of the Exchange Right, the Company shall deliver to Limited
      Partners in a timely manner all reports filed by the Company with the SEC to
      the
      extent the Company also transmits such reports to its stockholders and all
      other
      communications transmitted from time to time by the Company to its stockholders
      generally. 

     

    (c)
      The
      Company shall notify each Limited Partner, upon request, of the then current
      Exchange Factor and such notice will include a reasonable explanation of the
      Exchange Factor calculation to be applied at such time. 

     

    3.2
      Fractional Shares. (a) No fractional shares of REIT Stock shall be issued upon
      exchange of Partnership Units. 

     

    (b)
      The
      number of full shares of REIT Stock which shall be issuable upon exchange of
      Partnership Units (or the cash equivalent amount thereof if the Cash Amount
      is
      paid) shall be computed on the basis of the aggregate amount of Partnership
      Units so surrendered. 

     

    (c)
      Instead of any fractional shares of REIT Stock which would otherwise be issuable
      upon exchange of any Partnership Units, the Operating Partnership shall pay
      a
      cash adjustment in respect of such fraction in an amount equal to the Cash
      Amount of a Partnership Unit multiplied by such fraction. 

     

    3.3
      Investment Representations and Warranties. By delivering to the Company a Notice
      of Exchange, each Exchanging Partner will be deemed to represent and warrant
      to
      the Company and the Operating Partnership that such Exchanging Partner is aware
      of the Company’s option to exchange such Exchanging Partner’s Partnership Units
      for REIT Stock pursuant to Section 2.2 hereof and that: 

     

    (a)
      (i)
      Such Exchanging Partner has received and reviewed 

     

    (A)
      a
      copy of the prospectus contained in the Registration Statement on Form S-11
      filed by the Company in connection with the Offering, any prospectus contained
      in any Registration Statement subsequently filed by the Company, and any
      supplement or amendment thereto (each, a “Prospectus”), and 

     

    (B)
      if
      the Company is filing reports under the Securities Exchange Act of 1934, as
      amended, copies of all reports and other filings (the “SEC Reports”), including
      Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
      on Form 8-K, made by the Company with the SEC pursuant to the Securities
      Exchange Act of 1934, as amended, and the rules and regulations thereunder,
      and
      understands the risks of, and other considerations relating to, an investment
      in
      REIT Stock. 

     

    (ii)
      Such
      Exchanging Partner, by reason of its business and financial experience, together
      with the business and financial experience of those persons, if any, retained
      by
      it to represent or advise it with respect to its investment in REIT Stock,
      

     

    (A)
      has
      such knowledge, sophistication and experience in financial and business matters
      and in making investment decisions of this type that it is capable of evaluating
      the merits and risks of and of making an informed investment decision with
      respect to an investment in REIT Stock, 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (B)
      is
      capable of protecting its own interest or has engaged representatives or
      advisors to assist it in protecting its interests and 

     

    (C)
      is
      capable of bearing the economic risk of such investment. 

     

    (iii)
      (A)
      Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of
      the regulations promulgated under the Securities Act. 

     

    (B)
      If
      such Exchanging Partner has retained or retains a person to represent or advise
      it with respect to its investment in REIT Stock, such Exchanging Partner will
      advise the Company of such retention and, at the Company’s request, such
      Exchanging Partner shall, prior to or at delivery of the REIT Stock hereunder,
      

     

    (I)
      acknowledge in writing such representation and 

     

    (II)
      cause such representative or advisor to deliver a certificate to the Company
      containing such representations as may be reasonably requested by the Company.
      

     

    (b)    (i)
      Such Exchanging Partner understands that an investment in the Company involves
      substantial risks. 

     

    (ii)
      Such
      Exchanging Partner has been given the opportunity to make a thorough
      investigation of the activities of the Company and has been furnished with
      materials relating to the Company and its activities, including, without
      limitation, each Prospectus and the SEC Reports. 

     

    (iii)
      Such Exchanging Partner has relied and is making its investment decision based
      upon the Prospectus and any subsequent Prospectus, the SEC Reports and other
      written information provided to the Exchanging Partner by or on behalf of the
      Company and, as applicable, such Exchanging Partner’s position as a director or
      executive officer of the Company. 

     

    (c)    (i)
      The REIT Stock to be issued to such Exchanging Partner hereunder will be
      acquired by such Exchanging Partner for its own account, for investment only
      and
      not with a view to, or with any intention of, a distribution or resale thereof,
      in whole or in part, or the grant of any participation therein. 

     

    (ii)
      Such
      Exchanging Partner was not formed for the specific purpose of acquiring an
      interest in the Company. 

     

    (d)    (i)
      Such Exchanging Partner acknowledges that 

     

    (A)
      the
      shares of REIT Stock to be issued to such Exchanging Partner hereunder have
      not
      been registered under the Securities Act or state securities laws by reason
      of a
      specific exemption or exemptions from registration under the Securities Act
      and
      applicable state securities laws and, the certificates representing such shares
      of REIT Stock will bear a legend to such effect, 

     

    (B)
      the
      Company’s and the Operating Partnership’s reliance on such exemptions is
      predicated in part on the accuracy and completeness of the representations
      and
      warranties of such Exchanging Partner contained herein, 

     

    (C)
      the
      REIT Stock to be issued to such Exchanging Partner hereunder may not be resold
      or otherwise distributed unless registered under the Securities Act and
      applicable state securities laws, or unless an exemption from registration
      is
      available, 

     

    (D)
      there
      may be no market for unregistered shares of REIT Stock, and 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (E)
      the
      Company has no obligation or intention to register such REIT Stock under the
      Securities Act or any state securities laws or to take any action that would
      make available any exemption from the registration requirements of such laws,
      except as provided in the Registration Rights Agreement entered into by the
      Company and the Exchanging Partner (the “Registration Rights Agreement”).


     

    (ii)
      Such
      Exchanging Partner acknowledges that because of the restrictions on transfer
      or
      assignment of such REIT Stock to be issued hereunder, such Exchanging Partner
      may have to bear the economic risk of its investment in REIT Stock issued
      hereunder for an indefinite period of time, although the holder of any such
      REIT
      Stock will be afforded certain rights to have such REIT Stock registered under
      the Securities Act and applicable state securities laws pursuant to the
      Registration Rights Agreement. 

     

    (e)
      The
      address set forth under such Exchanging Partner’s name in the Notice of Exchange
      is the address of the Exchanging Partner’s principal place of business or, if a
      natural person, the address of the Exchanging Partner’s residence, and such
      Exchanging Partner has no present intention of becoming a resident of any
      country, state or jurisdiction other than the country and state in which such
      principal place of business or residence is situated. 

     

    ARTICLE
      IV 

     

    GENERAL
      PROVISIONS 

     

    4.1
      Addresses and Notice. Any notice, demand, request or report required or
      permitted to be given or made to the Operating Partnership, the Company, a
      Limited Partner or Assignee, as the case may be, under this Agreement shall
      be
      in writing and shall be deemed given or made when delivered in person or when
      sent by first class United States mail or by other similarly reliable means
      of
      written communication to the Operating Partnership, the Company, a Limited
      Partner or Assignee, as the case may be, (i) at the address listed on the
      records of the Operating Partnership, with respect to a Limited Partner or
      Assignee, and (ii) at 326 Third Street, Lakewood, NJ 08701, Attn: President,
      with respect to the Operating Partnership or the Company. 

     

    4.2
      Titles and Captions. All article or section titles or captions in this Agreement
      are for convenience only. They shall not be deemed part of this Agreement and
      in
      no way define, limit, extend or describe the scope or intent of any provisions
      hereof. Except as specifically provided otherwise, references to “Articles” and
“Sections” are to Articles and Sections of this Agreement. 

     

    4.3
      Pronouns and Plurals. Whenever the context may require, any pronoun used in
      this
      Agreement shall include the corresponding masculine, feminine or neuter forms,
      and the singular form of nouns, pronouns and verbs shall include the plural
      and
      vice versa. 

     

    4.4
      Further Action and Additional Restrictions. The parties shall execute and
      deliver all documents, provide all information and take or refrain from taking
      action as may be necessary or appropriate to achieve the purposes of this
      Agreement. 

     

    4.5
      Binding Effect. This Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective heirs, executors, administrators,
      successors, legal representatives and permitted assigns. 

     

    4.6
      Waiver. No failure by any party to insist upon the strict performance of any
      covenant, duty, agreement or condition of this Agreement or to exercise any
      right or remedy consequent upon a breach thereof shall constitute waiver of
      any
      such breach or any other covenant, duty, agreement or condition. 

     

    4.7
      Counterparts. This Agreement may be executed in counterparts, all of which
      together shall constitute one agreement binding on all of the parties hereto,
      notwithstanding that all such parties are not signatories to the original or
      the
      same counterpart. Each party shall become bound by this Agreement immediately
      upon affixing its signature hereto. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.8
      Applicable Law. This Agreement shall be construed and enforced in accordance
      with and governed by the laws of the State of Delaware, without regard to the
      principles of conflicts of law thereof. 

     

    4.9
      Invalidity of Provisions. If any provision of this Agreement is or becomes
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not be
      affected thereby. 

     

    4.10
      Entire Agreement. This Agreement contains the entire understanding and agreement
      among the Limited Partners, the Operating Partnership and the Company with
      respect to the subject matter hereof and supersedes any other prior written
      or
      oral understandings or agreements among them with respect thereto. 

     

    4.11
      Amendment. This Agreement may be modified or amended by a written instrument
      signed by a duly authorized representative of each of the Company, the Operating
      Partnership and the Limited Partners.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above. 

     

    
      	 	 	 
	 	
              THE
                COMPANY:

               

              
                LIGHTSTONE
                  VALUE PLUS REAL ESTATE 

                INVESTMENT
                  TRUST, INC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              OPERATING
                PARTNERSHIP:

               

              
                LIGHTSTONE
                  VALUE PLUS REIT LP

              

               

              
                BY:
                  LIGHTSTONE
                  VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC., its general
                  partner

              

            
	
            	       	
            


    

    
      	 	 	 
	 	
              LIMITED
                PARTNERS:

               

              
                ARBOR
                  MILL RUN JRM LLC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

     

    
      	 	 	 
	 	
              ARBOR
                NATIONAL CJ LLC

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A
      - Exchange Rights Agreement 

     

    Name
      and
      Address of Limited Partner 

    


    Arbor
      Mill Run JRM LLC

    c/o
      Arbor
      Commercial Mortgage LLC

    333
      Earle
      Ovington Boulevard

    Uniondale,
      New York 11553

    


    Arbor
      National CJ LLC 

    c/o
      Arbor
      Commercial Mortgage LLC

    333
      Earle
      Ovington Boulevard

    Uniondale,
      New York 11553

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B
      - Exchange Rights Agreement 

     

    Notice
      of
      Exchange 

     

    The
      undersigned Limited Partner hereby irrevocably (i) exchanges
            
      Partnership Units in Lightstone Value Plus REIT LP, in accordance with the
      terms
      of the Exchange Rights Agreement, dated as of
            ,
      200     (the “Exchange Rights Agreement”), and the Exchange
      Right referred to therein; (ii) surrenders such Partnership Units and all right,
      title and interest therein; and (iii) directs that the Cash Amount or REIT
      Stock
      Amount (as determined by the Company) deliverable upon exercise of the Exchange
      Right be delivered to the address specified below, and if REIT Stock is to
      be
      delivered, such REIT Stock will be registered or placed in the name(s) and
      at
      the address(es) specified below. 

     

    The
      undersigned hereby represents, warrants, and certifies that the undersigned
      (a)
      has marketable and unencumbered title to such Partnership Units, free and clear,
      other than any encumbrance arising pursuant to the Partnership Agreement, of
      the
      rights or interests of any other person or entity; (b) has the full right,
      power, and authority to exchange and surrender such Partnership Units as
      provided herein; and (c) has obtained the consent or approval of all persons
      or
      entities, if any, (other than consent or approval that may be required of the
      Company or the Operating Partnership) having the right to consent or approve
      such exchange and surrender on the part of the undersigned. 

     

    The
      undersigned hereby makes the representations and warranties contained in Section
      3.3 of the Exchange Rights Agreement as if such representations and warranties
      had been set forth in full in this Notice of Exchange. 

     

    
      	 	 	 
	
              Dated:
                

              
                

              

            	
            	
            
	 	
              

              Name
                of Limited Partner (Please Print)

            


    

     

    
      	
              Signature
                guaranteed by:

            	 	 
	 	 	 
	 	
              

              (Signature
                of Limited Partner)

            


    

    
      	 	 	 
	 

              

            	 	 
	 	
              

              (Street
                Address)

            


    

     

    
      	 	 	 
	 	
              

              (City)
                (State)
                                        (Zip
                Code)

            
	 	 
	 	
              If
                REIT Stock is to be issued, issue
                to:

            


    

     

    
      	 	 	 
	 	
              
                Name:

              

              
                

              

            


    

     

    
      
        
        

      

      
        B-1